<PAGE> 1
As filed with the Securities and Exchange Commission on January 26, 1996
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
TELXON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1666060
(State of Incorporation) (I.R.S. Employer Identification No.)
3330 WEST MARKET STREET, AKRON, OHIO 44333
(Address of Principal Executive Offices)
TELXON CORPORATION
1990 STOCK OPTION PLAN
(Full Title of the Plan)
ROBERT F. MEYERSON ROBERT A. GOODMAN, ESQ.
Chairman and Chief Executive Officer Goodman Weiss Miller Goldfarb
3330 West Market Street 100 Erieview Plaza, 27th Floor
Akron, Ohio 44333 Cleveland, Ohio 44114-1924
(216) 867-3700 (216) 696-3366
(Agent to receive comments and
other communications)
(Name, address and telephone number of agents for service)
____________________
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 193,460 shares(2) $11.500(2) $ 2,224,790.00 --
par value $.01
Common Stock, 29,145 shares(2) $14.000(2) $ 408,030.00 --
par value $.01
Common Stock, 662,646 shares(2) $14.500(2) $ 9,608,367.00 --
par value $.01
Common Stock, 99,825 shares(2) $15.250(2) $ 1,522,331.25 --
par value $.01
Common Stock, 427,376 shares(2) $15.500(2) $ 6,624,328.00 --
par value $.01
Common Stock, 100,000 shares(2) $20.000(2) $ 2,000,000.00 --
par value $.01
Common Stock, 200,000 shares(2) $20.125(2) $ 4,025,000.00 --
par value $.01
Common Stock, 288,250 shares(2) $22.250(2) $ 6,413,562.50 --
par value $.01
Common Stock, 58,000 shares(2) $22.375(2) $ 1,297,750.00 --
par value $.01
Common Stock, 291,298 shares(3) $22.375(3) $ 6,517,792.75 --
par value $.01
TOTALS 2,350,000 shares --- $40,641,951.50 $14,014.56
========================================================================================================
</TABLE>
(1) This Registration Statement is being filed in accordance with General
Instruction E to Form S-8 to register 2,350,000 additional shares of
Common Stock, par value $.01 per share, of Telxon Corporation (the
"Additional Shares") which have been approved by its stockholders for
issuance upon the exercise of options granted from time to time under
the its 1990 Stock Option Plan, as amended. Registration Statement No.
33-43315 has been previously filed by the Registrant and continues to
be effective with respect to the 1,000,000 shares of the same class
originally authorized for issuance upon the the exercise of options
granted under such Plan. The filing fee required by the Securities Act
of 1933, as amended, and Rule 457 promulgated thereunder has been
calculated in the table above and paid with respect to the Additional
Shares only.
(2) Options have been granted under the Plan with respect to the number of
the Additional Shares shown in the second column at the exercise price
per share shown in the third column.
(3) Options are not presently outstanding under the Plan with respect to
the number of Additonal Shares shown in the second column. The maximum
offering price shown in the third column has been estimated solely for
the purpose of calculating the registration fee, in accordance with
Rule 457(c), on the basis of the average of the high ($23.00) and low
($21.75) prices of the Registrant's Common Stock as reported by the
Nasdaq Stock Market's National Market on January 23, 1996.
2
<PAGE> 3
This Registration Statement on Form S-8 is being filed to register the
additional 2,350,000 shares of Common Stock, par value $.01 per share, of
Telxon Corporation (the "Corporation" or the "Registrant") which have been
approved by the Registrant's stockholders for issuance upon the exercise of
options granted from time to time under the Registrant's 1990 Stock Option
Plan, as amended (the "Employee Plan"), since the time of filing of an earlier,
initial registration statement on Form S-8 which continues to be effective with
respect to the 1,000,000 shares of the same class originally authorized for
issuance upon the exercise of options granted under the Employee Plan. In
accordance with General Instruction E to Form S-8, the contents of such earlier
registration statement, Registration Statement No. 33-43315 (the "Earlier
Registration Statement"), are incorporated in this Registration Statement by
reference, and in addition to the required opinions and consents, this
Registration Statement contains information updating certain of the disclosures
and exhibits contained or described in the Earlier Registration Statement. Only
those Items of Form S-8 which are being updated are set forth below; the
corresponding information in the Earlier Registration Statement shall
be deemed to be modified, superseded or supplemented by the corresponding
updated information set forth herein. The filing fee required by the Securities
Act of 1933, as amended, and Rule 457 promulgated thereunder has been
calculated in the table above and paid with respect to the additional shares
only.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Earlier Registration Statement provides for the incorporation by
reference therein of all documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date thereof
and prior to the filing of a post-effective amendment indicating that all of
the offered securities have been sold or which deregisters all such securities
then remaining unsold. In addition to such documents, the description of the
Common Stock set forth under the caption "Item 1. Description of Registrant's
Securities to be Registered" in the Registration Statement on Form 8-A filed by
the Corporation with respect to its Common Stock pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), as amended by
Amendment No. 1 thereto filed under cover of a Form 8, is hereby incorporated
by reference in this Registration Statement in lieu of the description of the
Corporation's Common Stock referred to in subparagraph (c) of Item 3 in Part II
of the Earlier Registation Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being offered pursuant to this
Registration Statement has been passed upon for the Corporation by the law firm
of Goodman Weiss Miller Goldfarb. Certain attorneys of such firm, in the
aggregate, own 19,340 shares, and have options to acquire an additional 108,500
shares, of the Corporation's Common Stock. Robert A. Goodman, the senior
partner of such firm, is a member of the Board of Directors and the Secretary
of the Corporation.
3
<PAGE> 4
ITEM 8. EXHIBITS (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION S-K).
*4.1 Text of form of Certificate for the Registrant's Common Stock,
par value $.01 per share, and description of graphic and image
material appearing thereon, filed as Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-Q filed for the
quarter ended June 30, 1995 and incorporated herein by
reference.
*4.2 Form of Rights Agreement, dated as of August 25, 1987, between
the Registrant and Ameritrust Company National Association, as
Rights Agent, filed as Exhibit 2(c) to Amendment No. 1 to the
Registration Statement on Form 8-A filed by the Registrant
with respect to its Common Stock pursuant to Section 12(g) of
the Exchange Act and incorporated herein by reference.
*4.3 Form of Rights Certificate (included as Exhibit A to the
Rights Agreement included as Exhibit 4.2 to this Registration
Statement). Until the Distribution Date (as defined in the
Rights Agreement), the Rights Agreement provides that the
Common Stock purchase rights created thereunder are evidenced
by the certificates for Registrant's Common Stock (the text of
which and description thereof are included as Exhibit 4.1 to
this Registration Statement, which stock certificates are
deemed also to be certificates for such Common Stock purchase
rights) and not by separate Rights Certificates; as soon as
practicable after the Distribution Date, Rights Certificates
will be mailed to each holder of the Registrant's Common
Stock as of the close of business on the Distribution Date.
**5.1 Opinion of Goodman Weiss Miller Goldfarb.
**23.1 Consent of Coopers & Lybrand L.L.P.
**23.2 Consent of Goodman Weiss Miller Goldfarb (incorporated into
Exhibit 5.1 hereto).
**24.1 Power of Attorney executed by the directors of the Registrant.
__________________
*Previously filed.
**Filed herewith.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Akron, State of Ohio, on January 26, 1996.
TELXON CORPORATION
By /s/ Robert F. Meyerson
------------------------------
Robert F. Meyerson, Chairman and
Chief Executive Officer
5
<PAGE> 6
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
NAME TITLE DATE
---- ----- ----
* Richard J. Bogomolny Director January 26, 1996
- ----------------------------
Richard J. Bogomolny
* John H. Cribb Vice Chairman of the January 26, 1996
- ---------------------------- Board and Director
John H. Cribb
/s/ Gerald J. Gabriel Vice President, January 26, 1996
- ---------------------------- Financial Planning
Gerald J. Gabriel (principal accounting
officer)
* Robert A. Goodman Director January 26, 1996
- ----------------------------
Robert A. Goodman
/s/ Kenneth W. Haver Senior Vice President January 26, 1996
- ---------------------------- of Finance and
Kenneth W. Haver Administration,
Chief Financial Officer
(principal financial
officer) and Treasurer
/s/ Robert F. Meyerson Chairman of the Board, January 26, 1996
- ---------------------------- Chief Executive
Robert F. Meyerson Officer (principal
executive officer)
and Director
* William J. Murphy President, Chief January 26, 1996
- ---------------------------- Operating Officer
William J. Murphy and Director
* Raj Reddy Director January 26, 1996
- ----------------------------
Raj Reddy
* Norton W. Rose Director January 26, 1996
- ----------------------------
Norton W. Rose
___________________________
*The undersigned does hereby sign this Registration Statement on behalf of
the above persons pursuant to the power of attorney duly executed and filed
with the Securities and Exchange Commission as Exhibit 24.1 hereto, all in the
capacities indicated on this 26th day of January 1996.
By: /s/ Robert F. Meyerson
----------------------------------
Robert F. Meyerson, Attorney-in-Fact
6
<PAGE> 7
INDEX TO EXHIBITS
EXHIBIT NUMBER (NUMBERED BY REFERENCE TO ITEM 601 OF REGULATION
---------------------------------------------------------------
S-K) AND DESCRIPTION
--------------------
* 4.1 Text of form of Certificate for the
Registrant's Common Stock, par value $.01 per
share, and description of graphic and image
material appearing thereon, filed as Exhibit
4.2 to the Registrant's Quarterly Report on
Form 10-Q filed for the quarter ended June 30,
1995 and incorporated herein by reference.
* 4.2 Form of Rights Agreement, dated as of August
25, 1987, between the Registrant and
Ameritrust Company National Association, as
Rights Agent, filed as Exhibit 2(c) to
Amendment No. 1 to the Registration Statement
on Form 8-A filed by the Registrant with
respect to its Common Stock pursuant to
Section 12(g) of the Exchange Act and
incorporated herein by reference.
* 4.3 Form of Rights Certificate (included as
Exhibit A to the Rights Agreement included as
Exhibit 4.2 to this Registration Statement).
Until the Distribution Date (as defined in
the Rights Agreement), the Rights Agreement
provides that the Common Stock purchase
rights created thereunder are evidenced by
the certificates for Registrant's Common
Stock (the text of which and description
thereof are included as Exhibit 4.1 to this
Registration Statement, which stock
certificates are deemed also to be
certificates for such Common Stock purchase
rights) and not by separate Rights
Certificates; as soon as practicable after
the Distribution Date, Rights Certificates
will be mailed to each holder of the
Registrant's Common Stock as of the close of
business on the Distribution Date.
** 5.1 Opinion of Goodman Weiss Miller Goldfarb.
<PAGE> 8
** 23.1 Consent of Coopers & Lybrand L.L.P.
** 23.2 Consent of Goodman Weiss Miller Goldfarb
(incorporated into Exhibit 5.1 hereto).
** 24.1 Power of Attorney executed by the directors
of the Registrant.
_________________________
*Previously filed.
**Filed herewith.
<PAGE> 1
EXHIBIT 5.1
GOODMAN WEISS MILLER GOLDFARB
100 Erieview Plaza, 27th Floor
Cleveland, Ohio 44114-1824
Telephone: (216) 696-3366
Telecopier: (216) 363-5835
January 26, 1996
Board of Directors
Telxon Corporation
3330 West Market Street
Akron, Ohio 44333
Re: Registration Statement on Form S-8 relating to Common Stock Issuable
Pursuant to 1990 Stock Option Plan
Gentlemen:
We are rendering this opinion in connection with the registration by
Telxon Corporation, a Delaware corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), pursuant to a registration
statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission, of 2,350,000 additional shares (the
"Shares") of Common Stock of the Company, par value $.01 per share, reserved
for issuance and to be issued from time to time upon the exercise of options to
purchase Shares granted under the Company's 1990 Stock Option Plan, as amended
(the "Plan"). The Company previously filed a Registration Statement on Form
S-8, No. 33-43315, which continues to be effective, with respect to the
1,000,000 shares of the same class originally reserved for issuance upon the
exercise of options granted under the Plan.
We have assisted the Company in its preparation of the Registration
Statement in our capacity as its general counsel. In connection therewith, we
have examined and/or relied upon:
(a) The Plan;
(b) The written explanatory information, of the type and
scope required by Part I of Form S-8 to be provided to employees
offered securities pursuant to an employee benefit plan such as the
Plan, which information we understand the Company intends to provide,
in substantially similar form and content, to each employee granted
an option under the Plan;
(c) The Registration Statement and the Exhibits
thereto; and
(d) The Restated Certificate of Incorporation and Amended
and Restated By-Laws, each as amended to date, of the Company
(together, the "Charter Documents").
<PAGE> 2
Board of Directors
Telxon Corporation
January 26, 1996
Page 2
In addition, we have reviewed such other documents and have made such inquiries
of officers and directors of the Company and other persons as we have deemed
necessary to enable us to express the opinion hereinbelow set forth.
Based on and subject to the foregoing, we are of the opinion that: (i)
subject to (1) the effectiveness of the Registration Statement and (2)
compliance with the document delivery and updating requirements of Part I of
Form S-8 and of Rule 428(b) promulgated under the Act and with applicable state
securities laws and (3) payment of such exercise price as is required to be paid
with respect to the Shares issuable pursuant to the Plan; and (ii) provided that
the Charter Documents and all applicable laws, rules and regulations then in
effect are the same as such Charter Documents, laws, rules and regulations as
are in effect as of the date hereof, the Shares issuable upon exercise of each
option to purchase Shares pursuant to the Plan, when sold on the terms and in
the manner set forth in the Plan and the option agreements made pursuant to the
Plan, will be legally issued, fully paid and non-assessable under the General
Corporation Law of the State of Delaware under which the Company is
incorporated.
We hereby consent to the filing of a copy of this opinion as an
Exhibit to the Registration Statement. In giving such consent, we do not
thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Goodman Weiss Miller Goldfarb
GOODMAN WEISS MILLER GOLDFARB
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this Registration
Statement of Telxon Corporation on Form S-8 with respect to 2,350,000
additional shares issuable upon the exercise of options granted under the
registrant's 1990 Stock Option Plan, as amended, of our report dated June 19,
1995, which includes an explanatory paragraph related to a Consolidated Class
Action, on our audits of the consolidated financial statements and financial
statement schedules of Telxon Corporation and Subsidiaries, as of March 31,
1995 and 1994, and for each of the three years in the period ended March 31,
1995, appearing on page 30 of the Annual Report of Telxon Corporation on Form
10-K for the year ended March 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Akron, Ohio
January 26, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors
of TELXON CORPORATION, a Delaware corporation ("Registrant"), hereby
constitutes and appoints Robert F. Meyerson, William J. Murphy and Kenneth W.
Haver, his attorneys-in-fact and agents, and each of them, with full power to
act without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to prepare or cause to be prepared and to
sign a Registration Statement on Form S-8 under the provisions of the
Securities Act of 1933, as amended (the "Act"), or an Amendment to the
existing, effective Registration Statement on Form S-8 with respect to the
shares of Registrant's Common Stock, par value $.01 per share (the "Common
Stock"), authorized for issuance to Registrant's employees pursuant to the
exercise of stock options granted them from time to time under the Registrant's
1990 Stock Option Plan (as amended, the "Plan") as initially adopted and
approved by the Registrant's Board of Directors and stockholders, with respect
to the shares of Common Stock added to the Plan subsequent to the filing of
said existing Registration Statement, and any and all amendments to such
Registration Statement or Amendment and to file the same, including all
exhibits thereto and other documents required in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might and could do in
person, hereby ratifying and affirming all that said attorneys-in-fact and
agents and any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
<PAGE> 2
IN WITNESS WHEREOF, each of the undersigned has executed this instrument
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ---- -------- ----
<S> <C> <C>
/s/ Richard J. Bogomolny Director October 19, 1995
- --------------------------------------
Richard J. Bogomolny
/s/ John H. Cribb Vice Chairman of the Board October 19, 1995
- -------------------------------------- and Director
John H. Cribb
/s/ Robert A. Goodman Secretary and Director October 19, 1995
- --------------------------------------
Robert A. Goodman
/s/ Robert F. Meyerson Chairman of the Board, Chief October 19, 1995
- -------------------------------------- Executive Officer
Robert F. Meyerson and Director
/s/ William J. Murphy President, Chief Operating October 19, 1995
- -------------------------------------- Officer and Director
William J. Murphy
/s/ Raj Reddy Director October 19, 1995
- --------------------------------------
Raj Reddy
/s/ Norton W. Rose Director October 19, 1995
- --------------------------------------
Norton W. Rose
</TABLE>
